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UNITED STATES
SECURITIES EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-QSB

(Mark One)

|ý | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDING May 31, 2002.

|o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------

For the transition period from  to

Commission File Number 0-30746

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TBX RESOURCES, INC.(Exact name of small business issuer as specified in its charter)

Texas(State or other jurisdiction of
incorporation or organization)

75-2592165(I.R.S. Employer
Identification No.)


12300 Ford Road
Suite 194
Dallas, TX 75234(Address of principal executive offices)

Issuer's
telephone number(972) 243-2610

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State
the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 25,163,173.

Transitional
Small Business Disclosure Format (check
one) Yes o    No ý

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PART IFINANCIAL INFORMATION

Item 1.    Financial Statements

TBX RESOURCES, INC.  BALANCE SHEET  May 31, 2002  (Unaudited)

|ASSETS                                         |                                                                                                          
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------------
|Current Assets                                 |                                                                                                          
|                                               | Cash                                                                                                     
|                                               | Trade accounts receivable                                                                                
|                                               | Accounts receivable other                                                                                
|                                               | Other current assets                                                                                     
|                                               |                                                                                                          
|Equipment and Property                         |                                                                                                          
|                                               | Office furniture, fixtures and equipment                                                                 
|                                               | Oil and gas properties, using successful efforts accounting                                              
|                                               |                                                                                                          
|                                               | Less accumulated depreciation, depletion and amortization                                                
|                                               |                                                                                                          
|Investment in Southern Oil & Gas Company, Inc. |                                                                                                          
|Other Assets                                   |                                                                                                          
|                                               |                                                                                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY           |                                                                                                          
|Current Liabilities                            |                                                                                                          
|                                               | Trade accounts payable                                                                                   
|                                               | Loans from affiliates                                                                                    
|                                               | Taxes payable                                                                                            
|                                               | Accrued payroll and other                                                                                
|                                               |                                                                                                          
|Commitments and Contingencies                  |                                                                                                          
|Stockholders' Equity                           |                                                                                                          
|                                               | Preferred stock$.01 par value; authorized 10,000,000 shares; no shares outstanding                      
|                                               | Common stock$.01 par value; authorized 100,000,000 shares; 25,163,173 shares outstanding at May 31, 2002
|                                               | Additional paid-in capital                                                                               
|                                               | Accumulated deficit                                                                                      
|                                               |                                                                                                          
|                                               |                                                                                                          

The
accompanying notes are an integral part of these financial statements.

F-2

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TBX RESOURCES, INC.  STATEMENTS OF OPERATIONS  (Unaudited)

|                                                     |                                          | For The Three
Months Ended
May 31, 2002 |          | May 31, 2001 |         | For The Six
Months Ended
May 31, 2002 |            | May 31, 2001 |         
|---------------------------------------------------- | ---------------------------------------- | --------------------------------------- | -------- | ------------ | ------- | ------------------------------------- | ---------- | ------------ | --------
|Revenues:                                            |                                          |                                         |          |              |         |                                       |            |              |         
|                                                     | Oil and gas sales                        |                                         | $        | 46,003       |         | $                                     | 80,122     |              | $       
|                                                     | Gain on sale of oil & gas properties     |                                         |          | 0            |         |                                       | 0          |              |         
|                                                     |                                          | Total revenues                          |          |              | 46,003  |                                       |            | 80,122       |         
|Expenses:                                            |                                          |                                         |          |              |         |                                       |            |              |         
|                                                     | Lease operating and taxes                |                                         |          | 30,034       |         |                                       | 61,093     |              |         
|                                                     | General and administrative               |                                         |          | 229,852      |         |                                       | 177,546    |              |         
|                                                     | Loss on sale of oil & gas properties     |                                         |          | 82,631       |         |                                       | 0          |              |         
|                                                     | Depreciation, depletion and amortization |                                         |          | 28,607       |         |                                       | 9,735      |              |         
|                                                     |                                          | Total expenses                          |          |              | 371,124 |                                       |            | 248,374      |         
|Operating Loss                                       |                                          |                                         | (325,121 | )            |         | (168,252                              | )          |              | (452,813
|Other Income (Expense):                              |                                          |                                         |          |              |         |                                       |            |              |         
|                                                     | Interest and other                       |                                         |          | 277          |         |                                       | 6,055      |              |         
|Net Loss Before Provision for Income Taxes           |                                          |                                         | (324,844 | )            |         | (162,197                              | )          |              | (452,278
|                                                     | Provision for income taxes               |                                         |          | 0            |         |                                       | 0          |              |         
|Net Loss                                             |                                          | $                                       | (324,844 | )            | $       | (162,197                              | )          | $            | (452,278
|Net Loss Per Common Share, Basic and Diluted         |                                          | $                                       | (0.01    | )            | $       | (0.01                                 | )          | $            | (0.02   
|Weighted average common shares used in calculations: |                                          |                                         |          |              |         |                                       |            |              |         
|                                                     | Basic and diluted                        |                                         |          | 23,799,154   |         |                                       | 16,617,737 |              |         

The
accompanying notes are an integral part of these financial statements.

F-3

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TBX RESOURCES, INC.  STATEMENTS OF CASH FLOWS  (Unaudited)

|                                                                    |                                                                               | For The Six
Months Ended
May 31, 2002        |                         | May 31, 2001              |        
|------------------------------------------------------------------- | ----------------------------------------------------------------------------- | -------------------------------------------- | ----------------------- | ------------------------- | -------
|Cash Flows From Operating Activities:                               |                                                                               |                                              |                         |                           |        
|                                                                    | Net loss                                                                      |                                              | $                       | (452,278                  | )      
|                                                                    | Adjustments to reconcile net loss to net cash flow from operating activities: |                                              |                         |                           |        
|                                                                    |                                                                               | Gain on the sale of oil and gas interests    |                         |                           | (46,071
|                                                                    |                                                                               | Depreciation, depletion and amortization     |                         |                           | 64,990 
|                                                                    |                                                                               | Common stock issued for claims and services  |                         |                           | 123,000
|                                                                    |                                                                               | Changes in operating assets and liabilities: |                         |                           |        
|                                                                    |                                                                               |                                              | Decrease (increase) in: |                           |        
|                                                                    |                                                                               |                                              |                         | Trade receivables         |        
|                                                                    |                                                                               |                                              |                         | Affiliate receivables     |        
|                                                                    |                                                                               |                                              |                         | Other receivables         |        
|                                                                    |                                                                               |                                              |                         | Other current assets      |        
|                                                                    |                                                                               |                                              | Increase (decrease) in: |                           |        
|                                                                    |                                                                               |                                              |                         | Accounts payable          |        
|                                                                    |                                                                               |                                              |                         | Affiliate payable         |        
|                                                                    |                                                                               |                                              |                         | Taxes payable             |        
|                                                                    |                                                                               |                                              |                         | Accrued payroll and other |        
|Net cash provided by (used) for operating activities                |                                                                               |                                              | (193,927                | )                         |        
|Cash Flows From Investing Activities:                               |                                                                               |                                              |                         |                           |        
|                                                                    | Cash used in the development of oil and gas properties                        |                                              |                         | (302,564                  | )      
|                                                                    | Cash provided by the sale of oil and gas properties                           |                                              |                         | 255,530                   |        
|                                                                    |                                                                               |                                              | (47,034                 | )                         |        
|Cash Flows From Financing Activities:                               |                                                                               |                                              |                         |                           |        
|                                                                    | Cash provided (used) by change in other assets                                |                                              |                         | 0                         |        
|                                                                    | Cash provided by the issuance of common stock                                 |                                              |                         | 170,938                   |        
|                                                                    |                                                                               |                                              | 170,938                 |                           |        
|Net Increase (Decrease) In Cash                                     |                                                                               |                                              | (70,023                 | )                         |        
|Cash at beginning of period                                         |                                                                               |                                              | 111,451                 |                           |        
|Cash at end of period                                               |                                                                               | $                                            | 41,428                  |                           | $      
|SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTING AND FINANCING ACTIVITIES |                                                                               |                                              |                         |                           |        
|Fair value of consulting services acquired                          |                                                                               | $                                            | (500,000                | )                         | $      
|Issuance of common stock for services                               |                                                                               |                                              | 500,000                 |                           |        
|                                                                    |                                                                               | $                                            | 0                       |                           | $      

The
accompanying notes are an integral part of these financial statements.

F-4

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TBX RESOURCES, INC.  NOTES TO UNAUDITED FINANCIAL STATEMENTS  MAY 31, 2002

1.    BUSINESS ACTIVITIES:

TBX Resources, Inc., a Texas Corporation, was organized on March 24, 1995. The Company's principal business activity is acquiring and developing oil
and gas properties. The Company owns 53 wells and operates another 7 wells located in East Texas. Of the 53 wells located in East Texas, 8 wells have been designated as injection wells and 3 wells
have been designated as water supply wells. In addition, 8 wells are currently producing oil. The remaining 34 wells are either currently shut-in, scheduled to be brought back into
production or are designated as injection wells. Also, the Company has an interest in 5 producing wells in Oklahoma and one additional well that is currently being drilled in Oklahoma. In addition,
TBX Resources has an interest in 76,800 acres that is 120 sections of prime increased density development leases in the Anadarko Basin in Oklahoma. The Company's philosophy is to acquire properties
with the purpose of reworking existing wells and/or drilling development wells to make a profit. In addition, the Company has sponsored joint venture development partnerships for the purpose of
developing oil and gas properties for profit.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of PresentationThe accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles in the United States for interim financial information and with instructions to Form 10-QSB of Regulation S-B. They
do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, the Company believes that the disclosures are adequate to make
the information presented not misleading. The Company's quarterly financial statements should be read in conjunction with the financial statements of the Company for the year ended November 30,
2001 (including the notes thereto) set forth in Form 10-KSB.

In
the opinion of Management, all adjustments (which include normal recurring adjustments except as disclosed herein) necessary to present a fair statement of financial position as of
May 31, 2002, results of operations, cash flows and stockholders' equity for the six months ended May 31, 2002 and 2001 have been made. Operating results for the six months ended
May 31, 2002 are not necessarily indicative of the operating results for the full fiscal year or any future period.

Net Loss Per Common ShareStock options are excluded from the calculation of net loss per common share because they are
antidilutive.

Recent Accounting PronouncementOn August 15, 2001, the FASB issued Statement No. 143, Accounting for Asset
Retirement Obligations. Initiated in 1994 as a project to account for the costs of nuclear decommissioning, the FASB expanded the scope to include similar closure or removal-type costs in
other industries that are incurred at any time during the life of an asset. That standard requires entities to record the fair value of a liability for an asset retirement obligation in the period in
which it is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation
for its recorded amount or incurs a gain or loss upon settlement. The standard is effective for fiscal years beginning after June 15, 2002, with earlier application encouraged. Accordingly, TBX
Resources will adopt this standard on December 1, 2002. TBX Resources has not completed the process of determining the impact of adopting the standard.

F-5

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3.    SIGNIFICANT TRANSACTIONS:



F-6

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F-7

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Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

DESCRIPTION OF PROPERTIES

GENERAL:
The following is various information concerning production from our oil and gas wells, and our productive wells and acreage and undeveloped acreage. Our oil and gas properties
are located within the northern part of the east Texas salt basin. The earliest exploration in this area dates back to the early 1920s and 1930s, when frontier oil producers were exploring areas
adjacent to the famous "east Texas field" located near the town of Kilgore, Texas. We have leasehold rights in three oil and gas fields located in Gregg, Hopkins, Franklin, Panola, and Wood Counties,
Texas. We have recently acquired several wells and acreages in Oklahoma which are described below after the Texas properties.

RESERVES
REPORTED TO OTHER AGENCIES. We are not required and do not file any estimates of total, proved net oil or gas reserves with reports to any federal authority or agency.

PROPERTIES.
The following is a breakdown of our properties:

Name of Field

Gross Producing Well Count

Net Producing Well CountEast Texas Field

0

0Mitchell Creek & Talco Field(1)

4

2Manziel & Quitman Field

3

3Bethany Field

4

3


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The
following information pertains to our properties as of November 30, 2001:

|NAME OF
FIELD                |  | PROVED
RESERVES:
OIL
(bbls) |  | PROVED
RESERVES:
GAS
(mcf) |  | PROVED
DEVELOPED
RESERVES:
OIL
(bbls) |  | PROVED
DEVELOPED
RESERVES:
GAS
(mcf) |  | CURRENT
PRODUCTION
OIL:
(bbls)(1) |  | PERCENTAGE OF
RESERVES IN FIELD
TO TOTAL RESERVES
HELD BY THE
COMPANY
|---------------------------- |  | --------------------------- |  | -------------------------- |  | ------------------------------------- |  | ------------------------------------ |  | --------------------------------- |  | ---------------------------------------------------------------------
|East Texas Field             |  | 7,557                       |  | 0                          |  | 7,557                                 |  | 0                                    |  | 0                                 |  | oil                                                                  
|                             |  |                             |  |                            |  |                                       |  |                                      |  |                                   |  | gas                                                                  
|Mitchell Creek & Talco Field |  | 101,173                     |  | 0                          |  | 101,173                               |  | 0                                    |  |                                   |  | oil                                                                  
|                             |  |                             |  |                            |  |                                       |  |                                      |  | 1,029                             |  | gas                                                                  
|Manziel & Quitman Field      |  | 125,800                     |  | 0                          |  | 125,800                               |  | 0                                    |  | 3,315                             |  | oil                                                                  
|                             |  |                             |  |                            |  |                                       |  |                                      |  |                                   |  | gas                                                                  
|Bethany Field                |  | 499,327                     |  | 1,455,915                  |  | 499,327                               |  | 0                                    |  | 37                                |  | oil                                                                  
|                             |  |                             |  |                            |  |                                       |  |                                      |  |                                   |  | gas                                                                  

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1

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PRODUCTIVE WELLS AND ACREAGE

|Geographic Area   |  | Total Gross
Oil Wells |  | Net
Productive
Oil Wells |  | Total Gross
Gas Wells |  | Net Productive
Gas Wells |  | Total Gross
Developed
Acres |  | Net
Developed
Acres
|----------------- |  | --------------------- |  | ------------------------ |  | --------------------- |  | ------------------------ |  | --------------------------- |  | -------------------
|East Texas Region |  | 53                    |  | 8                        |  | 1                     |  | 1                        |  | 3,507.2                     |  | 3,502.34           

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In
addition to our ownership in the above described wells, we own 20% of the common stock of Southern Oil & Gas Company ("Southern").Southern is an oil and gas company that owns
interests in approximately 435 wells, primarily in north east Louisiana, which wells produce on average approximately 3,000 barrels of oil each month. When we originally entered into this agreement
with Southern, we also entered into an operations and management contract (the "Operations Contract") providing that we were to be paid those profits of Southern that exceeded $40,000 each month.
Because the amounts we have been paid under the Operations Contract have not been at the levels we anticipated, we have decided not to increase our ownership interest in Southern.

Notes:

1.    Total
Gross Oil Wells were calculated by subtracting 8 wells designated as Injection Wells, 3 wells designated as water supply wells and 15 wells either sold or plugged
and abandoned from the 69 wells owned and/or operated by TBX Resources, Inc

2.    Net
Productive Oil Wells were calculated by multiplying the working interest held by TBX Resources, Inc. in each of the 43 Gross Oil Wells and adding the resulting
products.

3.    Total
Gross Developed Acres is equal to the total surface acres of the properties in which TBX Resources, Inc. holds an Interest.

4.    Net
Developed Acres is equal to the Total Gross Developed Acres multiplied by the percentage of the total working interest held by TBX Resources, Inc. in the
respective properties.

5.    All
acreage in which we hold a working interest as of November 30, 1999 had existing wells located thereon; thus all acreage leased by TBX Resources, Inc.
may be classified as developed.

Geographic Area

Gross Acres

Net AcresEast Texas Region

3,507.2

3,502.34


Notes:

1.    Acreage
that has existing wells and may be classified as developed may also have additional development potential based on the number of producible zones beneath the
surface acreage.

2.    A
more comprehensive study of all properties currently leased by us would be required to determine precise developmental potential. Currently, only the 2,336 acres which
make up the NE Bethany Waterflood Unit #3 and its associated leases have been studied in enough depth to have determined a developmental program which will be implemented over the entirety of the
acreage.

2

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ANADARKO BASINWESTERN OKLAHOMA

We
recently added seven additional wells and two acreages located in the Anadarko Basin which is situated in western Oklahoma:

1.    We
purchased for $5,000 a .01038550 working interest in the Safari 1-33 well located on 620 acres in Section 33-19N-21W Ellis
County.

2.    Our
properties generally, include leasehold rights in six oil and gas fields located in Gregg, Hopkins, Franklin, Panola and Wood Counties, Texas, which are located in
East Texas. These six fields are referred to as the East Texas, Mitchell, Talco, Manziel, Quitman and Bethany Fields. As of August, 2001, we owned or operated an interest in 69 wells, 6 of which were
producing, 52 of which were shut-in, 8 of which were designated as injection wells and 3 were designated as water supply wells. We also have recently acquired an interest in properties in
Oklahoma, the development of which is in a very early stage.

Management's Discussion and Analysis of Financial Condition and Results of Operations

TBX RSOURCES, INC.
RESULTS OF OPERATIONS

The Company incurred an operating loss of $452,278 for the six months ended May 31, 2002 as compared to an operating loss of $404,171 for the six months
ended May 31, 2001. The increase in the operating loss of $48,107, 11.9%, is discussed below

RevenuesRevenues generated from oil and gas sales and the disposal of oil and gas properties increased $220,003, 220.0%, from
$100,319 for the six months ended May 31, 2001 to $330,322 for the six months ended May 31, 2002.

During
the six months ended May 31, 2002, the Company sold its interest in three producing Oklahoma properties for approximately $255,000 in cash. The Company wrote off the costs
of the wells and related depreciation, depletion and amortization and reported a net gain of approximately $46,000 on the transactions. During the six months ended May 31, 2001, the Company
sold a minor interest in a property for $15,888 in cash. The Company wrote off the cost and reported a net gain of approximately $5,888 on the transactions.

During
the six months ended May 31, 2001, the Company generated approximately $94,431 in revenue from oil and gas sales as compared to $74,792 for the six months ended
May 31, 2002. The $19,639, 20.8%, decrease was primarily due to the sale of the Company's interest in three producing properties in Oklahoma. During the past six months, oil sales on the Texas
properties were approximately $24,000 that is comparable to the same period last fiscal year. The majority of the Texas wells remain shut-in awaiting re-work or the designation
as injection wells.

ExpensesTotal expenses increased $66,502, 13.1%, from $507,174 for the six months ended May 31, 2001 to $573,676 for
the six months ended May 31, 2002.

Lease
operating and taxes decreased $58,300, 48.6%, from $120,021 for the six months ended May 31, 2001 to $61,721 for the six months ended May 31, 2002. The decrease is
primarily the result of decreased expenses associated with several of the Company's Texas wells and to a lesser extent the gas wells in Oklahoma.

General
and administrative expenses increased approximately $75,360, 20.3%, from $371,605 for the six months ended May 31, 2001 to $446,965 for the six months ended May 31,
2002. The increase is primarily due to higher consulting and professional fees offset somewhat by lower compensation and employee related costs, and general expenses.

3

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Depreciation,
depletion and amortization increased $49,442, 318.0%, from $15,548 for the six months ended May 31, 2001 to $64,990 for the six months ended May 31, 2002. The
increase is due to a change in estimate.

Other Income (Expense)Other income decreased from $2,684 for the six months ended May 31, 2001 to $535 for the six
months ended May 31, 2002. The $2,149 decrease is attributable a reduction in the Company's money market cash account.

Provision for Income TaxesThere are no recorded tax benefits for the six months ended May 31, 2002 and for the same
period last fiscal year.

Net lossThe Company's net loss increased approximately $48,107 from $404,171 for the six months ended May 31, 2001 to
$452,278 for the same period this year. The increase in the loss is primarily attributable to increases in consulting and other professional fees, claims and public relations costs offset by the gain
on the sale of oil and gas properties, reduced compensation and related costs and office expenses.

TBX RSOURCES, INC.
LIQUIDITY AND CAPITAL RESOURCES

As of May 31, 2002, the Company has total assets of approximately $4.1 million of which net oil and gas properties amount to approximately
$3.0 million or 75.0% of our total assets. The cumulative losses through May 31, 2002, total approximately $4.9 million. The ratio of current assets to current liabilities is
0.7:1; the Company has no long-term debt. As of May 31, 2002, the Company's shareholders equity is positive by approximately $3.8 million.

The
Company has funded its operations through cash generated from the sale of its common stock and to a lesser extent through loans from affiliates. The Company's cash used for operating
activities decreased $38,823 from $232,750 for the six months ended May 31 2001 to $193,927 for the six months ended May 31, 2002. The Company's capital investments totaled $302,564 and
$82,081 for the six months ended May 31 2002 and May 31, 2001, respectively. Cash provided from the sale of oil and gas properties totaled $255,530 during the six months ended
May 31, 2002 as compared to $10,000 for the six months ended May 31, 2001. Cash provided from the sale of common stock totaled $170,938 during the six months ended May 31, 2002 as
compared to $142,092 for the six months ended May 31, 2001.

The
Company expects that the principal source of funds in the near future will be from the sale of its common stock. On February 6, 2001 the Company entered into a
Regulation S Stock Purchase agreement with Citizen Asia Pacific Limited (CAPL), a Hong Kong company. The shares are being offered and sold on reliance of an exemption from registration
requirements of the United States federal and state securities laws under Regulation S promulgated under the Securities Act. The agreement stipulates that CAPL will use its best efforts to
purchase from the Company up to 800,000 restricted shares of common stock at a per share price which shall be 30% of the moving ten day average closing prices of the Company's shares of common stock
as quoted on the OTC Bulletin Board or other public trading market. The Company has the right to accept or reject subscriptions for the shares, in whole or in part. The agreement runs from
February 7, 2001 to September 30, 2001.The Company expects that the principal use of funds in the foreseeable future will be for developing existing oil and gas properties and/or the
acquisition of new properties.

Cautionary Statement

Statements in this report which are not purely historical facts, including statements regarding the Company's anticipations, beliefs, expectations, hopes,
intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Act of 1934, as amended.

4

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All
forward-looking statements in this report are based upon information available to the Company on the date of the report. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, weather as a result of new information, future events or otherwise. Any forward-looking statements involve risks and uncertainties that could cause actual
results or events to differ materially from events or results described in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

PLAN
OF OPERATION FOR THE FUTURE. We currently expect to generate sufficient revenues from the sale of our production to pay all costs associated with our company for at least the
following twelve months. We think that this sufficient revenue will come from two sources: increased prices for oil production and increased number of wells brought on-line. Specifically,
over the past twelve months, the price paid for oil production in the area in which our wells are located has more than doubled. This increase in oil price has made it to where more of our wells are
capable of commercial production such that those wells that have been shut in may be reopened and production commenced therefrom, thus additionally increasing our revenues. However, our existing plan
is subject to alterations based on opportunities that may present themselves. These plans may involve selling additional shares of our common stock.

We
may purchase new oil and gas properties or additional equipment to operate same. Any such additional purchases will be done on an "as needed" basis and will only be done in those
instances in which we believe such additional expenditures will increase our profitability. Our ability to acquire additional properties or equipment is strictly contingent upon our ability to locate
adequate financing to pay for these additional properties or equipment. There can be no assurance that we will be able to obtain the opportunity to buy properties or equipment that are suitable for
our investment or that we may be able to obtain financing to pay for the costs of these additional properties or equipment at terms that are acceptable to us. Additionally, if economic conditions
justify the same, we may hire additional employees although we do not currently have any definite plans to make additional hires.

The
oil and gas industry is subject to various trends. In particular, at times crude oil prices increase in the summer, during the heavy travel months, and are relatively less expensive
in the winter. Of course, the prices obtained for crude oil are dependent upon numerous other factors, including the availability of other sources of crude oil, interest rates, and the overall health
of the economy. We are not aware of any specific trends that are unusual to our company, as compared to the rest of the oil and gas industry.

We
do not currently have any material commitments for capital expenditures of which we are aware. However, if we decide to purchase additional oil and gas properties, the funds we would
need to acquire such properties could be material. However, we will not acquire properties without obtaining, in advance, suitable financing to fund the purchase of such properties. In general,
although conditions have improved over the past six months, many financial institutions are reluctant to loan amounts to oil and gas companies, primarily based upon the significant downturn with the
past twenty four months of the price of oil. As a general rule, as the price of oil increases, the ability to obtain financing for projects in the oil and gas industry increases. However, because of
the cycles experienced in the oil and gas industry, there can be no assurance that we will be able to obtain financing for projects it wishes to pursue, regardless of the economic viability we
envision for the project, if institutional funds are not
available. We currently do not have any firm commitments by anyone to loan or otherwise make available to us funds necessary to conduct our operations.

5

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PART II. OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

None.

Item 2.    CHANGES IN SECURITIES

During the three months ended February 28, 2002, the Company used the services of consultants who received 325,000 share of common stock. The Company
recorded the transactions as a $48,750 charge to expense with an offsetting credit to capital.

On
March 7, 2002 the Company executed a professional services agreement with Mr. S. Warren, President of both Warren Drilling, Inc. and Drill Pipe
Industries, Inc. Under the terms of the agreement, which is to run for five years, the Company is to receive assistance in developing new business opportunities and strategies, expanding
existing operations, and facilitating any other normal business transactions requested by the Company. The Company is compensating Mr. Warren by issuing him 4,271,089 shares of Rule 144
restricted common stock valued for the purpose of this transaction at $500,000 that is to be amortized over the next five years.

Item 3.    DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None.

Item 5.    OTHER INFORMATION

None.

EXHIBITS
AND REPORTS ON FORM 8-K

No
reports on Form 8-K were filed during the period covered by this Form 10-QSB.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed by the undersigned, hereunto duly authorized.

|TBX RESOURCES, INC.                             |  |                  
|----------------------------------------------- |  | -----------------
|DATE:  July 15, 2002                            |  |                  
|SIGNATURE:                                      |  | /s/ Tim Burroughs
|TIM BURROUGHS,PRESIDENT CHIEF FINANCIAL OFFICER

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